Terms

Terms and Conditions

CampaignShield Terms

CampaignShield T&C’s (T&C’s) of Service

Please read the following carefully.

By clicking the agreement button or similar declaration (when accessing the service online) or by signing and agreeing to the order form or paper or digital contract to which these T&C’s relate, it is thereby agreed and acknowledged that upon our acceptance of Your order indicated by accepting Your instructions in the online control panel or contract You will be bound by these T&C’s and terms of the agreement.

These T&C’s, may be changed in the future from time to time, of which the most recent will be in place of and take precedence over any T&C’s with a previous issue date and apply to the exclusion of any earlier agreement or understanding between the parties in relation to the same subject matter to which they apply.

Any of Your use of the Service will also amount to re-confirmation of Your acceptance of the T&C’s as last published on the date of such use.

The latest T&C’s can be found online via URL: http://www.campaignshield.com/terms.

In the event that any part the service Agreement(s) conflict with these T&C’s these T&C’s shall prevail.

Information about the Service:
CampaignShield helps to protect Your mobile campaigns by ensuring they are monitored to help keep them live and protected from potential Premium Rate Regulation issues.

CampaignShield monitors live campaigns for any service changes, in the most cost effective manner possible while simultaneously ensuring long term stability to Your campaigns.

The “Service” includes:
(a) The website to input Your campaigns for monitoring,
(b) The background monitoring
(c) Reporting on the monitoring that CampaignShield has performed giving action that You should proactively take to protect Your campaigns.

CampaignShield does not guarantee Your compliance, however it can aid Your compliance by providing regulators evidence that monitoring has taken place and giving You extra tools to spot potential compliance issues before they might become a problem.

1. Definitions
The following definitions apply in these T&C’s:

You / Your / the Client:
The named entity or person on the Service Order or otherwise contracting with CampaignShield in order to use our services.

Customer Charges / Testing Charges:
Amounts to be charged to the customer or CampaignShield when testing Your customers Service, whether by You or a Billing Connectivity Provider or otherwise.

Networks:
All communication networks through which Content is billed or delivered.

Client Service(s):
The services supplied or made available by You to Customers.

Content:
Information in electronic format supplied or made available by You to the Customers, whether via the Internet and / or mobile or other similar single or multi function consumer device, whether now known or invented in the future, and any data sent or received by You through the Services including without limitation all data, information, material and content, including text, pictures, photographs, video, music, sound and graphics.

CampaignShield Service:
The service(s) to be provided to You under the Agreement together with any other services which CampaignShield agrees to provide.

Agreement:
The Agreement and Specification, Service Order, and Service Contract Additional Terms to which the order for the Services is accepted by CampaignShield, relates and any other agreement for the provision of our Services which is agreed by us is subject to these T&C’s.

Regulatory Body:
The regulatory body or governmental body or agency or other competent authority as may replace it or assume certain of its responsibilities in a market from time to time.

Penalty:
Any fine, assessment, fee (to include any interest charges), levy, loss or expense brought against Client or CampaignShield or incurred by Client or CampaignShield by or in respect of a Regulatory Body, Billing Connectivity Provider, bank, any state or federal regulatory body, agency or system that is in addition to the normal activity in working with those organisations.

VAT:
Value added tax chargeable under English law for the time being and any similar additional tax.

CampaignShield:
CAMPAIGNSHIELD LIMITED
KEMP HOUSE
152-160 CITY ROAD
LONDON
UNITED KINGDOM
EC1V 2NX
Company No. 08215195

2. Client Obligations
It is acknowledged and agreed by You that, in the provisioning of our Services, CampaignShield is providing a mechanism to aid You checking the compliance of Your services and that CampaignShield are not in any way authorising, advising upon, endorsing or otherwise approving Your Client Services. Accordingly You acknowledge that You will remain responsible for the Client Services and agree that the following conditions and limitations of CampaignShields liability are fair and reasonable in the circumstances.
2.1
You shall not at any time provide any Content where the provision of which is or may be a criminal offence or which infringes or may infringe any third party intellectual property rights or is or may otherwise be unlawful.

2.2
You shall provide to CampaignShield such assistance and/or information as CampaignShield may reasonably require in order to comply with all or any requirements at any time and from time to time imposed by any Laws and Codes of Practice or by any authorisation given under an Act or by any regulatory body or by contractual obligations to the Networks, or instruction given by a Billing Connectivity Provider, regulatory body, or by any other competent authority or public body which are or may be applicable to or affect the provision of or Your use of the Services.
2.3
In any publicity or other promotional activity You shall not state or imply any approval by CampaignShield without the express written approval of a duly authorised officer of CampaignShield, or using a promotion specifically authorized by CampaignShield as appropriate.
2.4
You shall not at any time assign, transfer or sub-contract the Agreement or any of its rights or obligations under these T&C’s or any part thereof to any other person without the prior written consent of CampaignShield.
2.5
You shall not provide a service to deliberately bill a different amount than advertised, so that the total cost to the Customer or CampaignShield’s testing is, in the reasonable opinion of CampaignShield, different or excessive whether in respect of the cost of any individual Client Service or by reason of such Client Service being provided in a manner that renders the Customer liable to receive large numbers of chargeable Content or other charged for services which it may not reasonably anticipate the scale of the cost or have the opportunity to terminate prior to incurring such cost.
2.6
You shall not cause, or knowingly or recklessly allow others to cause, any nuisance, annoyance or inconvenience, whether to CampaignShield, the Networks or Customers, by any means including without limitation the sending of any unsolicited communications.
2.7
Any accepted submission to the CampaignShield platform, indicated by the service commencing, shall only amount to confirmation that CampaignShield is prepared to provide the Services in relation to that promotion under these T&C’s and shall not amount to any form of guarantee warranty or other assurance that such material complies with applicable Laws and Codes of Practice or these T&C’s, which shall remain the responsibility of You.

2.8
Client hereby agrees to register with any applicable regulating body Registration Scheme prior to making Content or Services accessible to Customers in the respective country. Client acknowledges that CampaignShield are not responsible for any such registrations.
2.9
You shall at all times ensure that all publicity and/or promotional material issued by it or on its behalf in respect of or in connection with the Content, the Client Services and any associated services complies in all respects with all Laws and Codes of Practice.
2.10
You shall not provide Content which is likely to bring the Networks (at their sole discretion) or CampaignShield (at its reasonable discretion) into disrepute.
2.11
You must not send non-permitted or inappropriate content being tested by CampaignShield under any circumstances. For the purposes of these T&C’s, “inappropriate” shall mean anything that violates the rights of a third party including but not limited to privacy, publicity, copyright, patent, trademark or any other intellectual property and it also applies to Content and/or associated Client Services that could reasonably be interpreted as illegal, obscene, defamatory, libellous, or discriminatory to groups including but not limited to ethnic, religious and sexual orientations. You will be responsible for and will indemnify CampaignShield in respect of all administrative costs involved in investigating and dealing with any issues including but not limited to operator fees, regulatory fines, legal costs and all reasonable associated costs that may from time to time arise in connection with any breach of this provision.
2.12
You agree to cover the full cost and an additional processing charge of 15% for sending messages to, and charges incurred by CampaignShield in relation to any testing mobile phones or systems used by CampaignShield in a timely manner unless otherwise agreed by CampaignShield in writing. You agree such costs may automatically be deducted from your registered payment details used to make a previous payment to CampaignShield.
2.13
Clients using the CampaignShield service may be liable for testing fees payable in advance via a deposit or be asked to provide a SIM card for testing, effective immediately from the day the contract is entered into.
2.14
You shall provide CampaignShield with such information relating to any Content or use of the Client Services and associated Services by You and provide such access to the Website and the Software (including allowing the incorporation into the Website of such hyperlinks and other information for Customers). CampaignShield reserves the right to hold in a secure database any such information (including but not limited to screenshots of client websites and applications) reasonably required to track, monitor and evaluate Content and Client Services for compliance tracking Client feedback.

2.15
Without prejudice to CampaignShield’s rights under these T&C’s the parties hereby expressly agree that any breach of the provisions of this Clause 3 shall entitle CampaignShield to suspend Client and/or Customer access to the Services and/or to cease to provide the Services in whole or in part at any time and without notice and CampaignShield reserves the right to regard any breach of the provisions of this Clause 3 as a material breach of these T&C’s.
2.16
You shall be liable to pay CampaignShield, on demand, all reasonable costs, charges or losses sustained or incurred by CampaignShield (including direct, indirect or consequential losses, loss of profit and loss of reputation and those arising from injury to death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from Your fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Agreement, subject to CampaignShield confirming such costs, charges and losses to You in writing.
2.17
You shall provide to CampaignShield forthwith upon request such information as CampaignShield may from time to time require in order to verify to its satisfaction the compliance by You with the provisions of this Clause 3. Notwithstanding anything to the contrary in these T&C’s, CampaignShield shall be entitled to pass such information (or any part thereof) to any regulatory body or any other competent authority or public body who may require the same.
2.18
You shall at all times throughout the term of the Agreement comply with CampaignShield’s reasonable directions issued from time to time regarding or relating to the Services.

3. Customer Pricing Options
You are responsible for ensuring that:

The Customers are not billed more than once for any Service (provided that the Customer has made full payment of the Customer Charges for that Client Service to any Billing Connectivity Provider or other third party in respect of a Customers’ Service and in the absence of any Chargeback or Refund) notwithstanding any subsequent failure by any Billing Connectivity Provider, CampaignShield or other third party to pass on such payment or part thereof to You or any other party and agree to indemnify CampaignShield from and against all Refunds, Penalties and other compensation payable by us or other costs and expenses (including professional fees and reasonable management and administration costs) incurred by us as a result of any breach of this obligation by You.
The Customers are not billed more than the maximum thresholds as set by the Billing Connectivity Providers or otherwise permitted by law or appropriate regulatory body.

4. Credit Checks and Deposit
4.1
CampaignShield shall be entitled to require a payment in advance (and as appropriate replenishing of) by You of a deposit (as determined or reasonably estimated by CampaignShield) to cover the cost of testing Your service.
4.2
CampaignShield reserves the right to carry out credit reference checks from reputable organisations in respect of Clients. CampaignShield may, subject to satisfactory credit reports and references being received by it in respect of You, offer to You credit terms, such as instalment payments and payment terms for a period after the date of invoice, as CampaignShield considers appropriate. Such terms may be withdrawn or modified at any time by CampaignShield on notice to You in the event that credit references or reports are unsatisfactory to CampaignShield or You fail to make any payment when due.

4.3
CampaignShield will be entitled to retain the deposit or any part of it until the discharge of all liability of You under the Agreement and these T&C’s or under any other agreement between CampaignShield and You and may from time to time appropriate and pay the deposit or any part of it in or towards payment of any sums due from You to CampaignShield or to a regulatory body or other competent authority.

5. Our Obligations
5.1
CampaignShield may occasionally alter or improve the Services offered to You as it deems appropriate but shall not do so without Your prior consent unless such changes do not substantially affect the nature of the Services or where such changes are necessary to comply with any applicable Laws and Codes of Practice.
5.2
On acceptance of Your order we will endeavour to provide the service in accordance with the Checking Schedules as advised on the website and/or clients administration area. However, CampaignShield will not accept any liability nor give any warranty as to the availability or provision of such connected services and will not be held accountable for such liability in action whether it brought in tort or contract.
5.3
We shall use all reasonable endeavours to maintain the Services 24 hours in every day during the term of the Agreement, but CampaignShield does not warrant that the Services or the Networks or CampaignShield’s internet connection or any Public Network will be fault-free or free of interruptions. CampaignShield shall not be liable for any failure to maintain the Services in such manner despite the use of such endeavours whether this arises from a technical or other such failure in the Services, at Network level or otherwise.
5.4
Subject to compliance by You with Your obligations under the Agreement and these T&C’s, including payment in full by their due date of all sums due from You, we shall provide the Services with reasonable care and skill and permit You access to the Services.
5.5
CampaignShield shall provide all reasonable cooperation to You in respect of any investigation by any regulatory body or other competent authority (including without limitation PhonepayPlus) regarding the Client Services or the Services.
5.6
If CampaignShield deems appropriate Partners and/or CampaignShield may promote their value added services on their websites. However, CampaignShield agrees that it shall not without the written consent of You make reference in its and/or their published information to You as a client of CampaignShield or to the Services provided to You.
5.7
CampaignShield shall accept general and urgent fault reports via https://campaignshield.zendesk.com. There shall be no charge by CampaignShield for receipt of general or urgent fault report issues logged.
5.8
CampaignShield reserves the right to suspend access to part or all of the Services as required for the purposes of remedial or preventative maintenance or improvement of the Services provided that CampaignShield shall use all reasonable endeavours to keep such suspension to a minimum.

6. Services, Use of the Services, and Database rights
6.1
CampaignShield may from time to time begin charging for additional Services reasonably required as a result of Your instructions, lack of instructions or breach of any provisions of the Agreement or these T&C’s. CampaignShield also reserves the right to offer new Services that are not covered by the Agreement, which may be subject to additional charges if You choose to use them. Such additional charges will not be raised until You have been made aware of them and has accepted the additional Services to which the charges relate.
6.2
You agree to compensate CampaignShield for all or any damages, claims and costs which may arise from Your account usage including testing charges that may occur through Your misconfigured systems or technical shortcomings.
6.3
Notwithstanding the foregoing, CampaignShield reserves the right to transfer its database in the event of a transfer of its business or a relevant part of it or a change in its ownership.
6.4
Any unauthorized attempt to gain access to CampaignShield’s database, services or systems by You, or anyone directly or indirectly associated or related to You or on its behalf, however remotely, will constitute a material breach of this Agreement and T&C’s. In the event of any such attempt to gain access, CampaignShield may immediately terminate this Agreement, and You will immediately return to CampaignShield (or, at its request destroy and verify to its satisfaction the destruction of) all copies of any information obtained by this access.

7. Connection of Parties
7.1
You agree that CampaignShield expressly prohibits You from using CampaignShield’s trading name or registered service marks, trademarks or any other intellectual property anywhere on Your Website or otherwise unless otherwise agreed by CampaignShield. Requests for non-standard copy must be in writing and include a copy of the layout of the web page and copy that will be used. CampaignShield may for any reason, and without having to assign a reason for this, refuse any use of its service marks, trademarks, trading name or any other such intellectual property.

7.2
Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties other than as expressly provided by this Agreement. You will have no authority to make or accept any offers or representations for or on behalf of CampaignShield and shall not represent that it has such authority. You are not an agent of CampaignShield and CampaignShield expressly disclaims responsibility for any conduct by You in breach of the terms of the Agreement or these T&C’s.

8. Uncontrollable Events
8.1
Neither You nor CampaignShield shall be liable in respect of any breach of the Agreement due to any cause beyond its reasonable control including but not limited to an Act of God, inclement weather, flood or escape of water, lightning or fire, industrial action, lockouts, an act or omission of Government, any regulatory body or other competent authority, war, military operations, terrorism, riot, or any congestion or non-operation of the Networks and the public networks or any of them, or interruption or failure of any utility service, including but not limited to electric power, gas or water.
8.2
You agree that Your inability to use any of the Services by reason of failure of equipment or services not provided by CampaignShield shall not relieve You from Your obligation to make payment of CampaignShield’s charges.

9. Cancellation
9.1
Notice of cancellation must be given in hard copy written form to CampaignShield’s registered office address at the date of issue of such notice. No other form of communication will be accepted by CampaignShield as a form of notice of cancellation. Each contractual term will become due in full in the event that no cancellation or termination is received by CampaignShield.
9.2
Without prejudice to any other rights or remedies which the parties may have, You may cancel the Agreement on giving written notice in accordance with these T&C’s and the notice period outlined in the relevant clause of Your individual Service Agreement. For its part, CampaignShield may cancel the Agreement without liability immediately on giving notice to You if You repeatedly breaches any terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement.
9.3
Unless otherwise agreed by CampaignShield, delivery of the Services will normally be made available online within a maximum of 5 working days of CampaignShield’s acceptance of Your order and receipt of payment of any initial sums required from You. Due to the highly involved nature of setup, support and administration refunds cannot be provided once a Client order has been accepted by CampaignShield.
9.4
CampaignShield reserves the right to cancel the Agreement or any Services, immediately, if You suspend, or threatens to suspend, payment of Your debts, are unable to pay Your debts as they fall due, admits inability to pay Your debts within the meaning of section 123 Insolvency Act 1986 or (being a natural person) is deemed either unpayable to pay Your debts or as having no reasonable prospect of doing so, in either case, within the meaning 268 Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply. Are the subject of a bankruptcy order, becomes insolvent, makes any arrangement or composition with or assignment for the benefit of its creditors, goes into voluntary or compulsory liquidation, has a receiver or administrator appointed over Your assets, if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs to You, or if You cease or threaten to cease to carry on Your business or if in CampaignShield’s reasonable discretion Your Client Services are creating excessive complaints or administration.
9.5
On cancellation of the Agreement for any reason You shall immediately pay to CampaignShield any and all outstanding payments and interest in respect of Services supplied.
9.6
CampaignShield may suspend its provision of the Services or terminate the Agreement immediately upon notice to You if You commit any form of material breach of these T&C’s or violates CampaignShield’s Acceptable Use Policy (AUP). In cases of minor violations, CampaignShield will consider giving You a reasonable opportunity to become compliant, however CampaignShield reserves the right to terminate the Agreement or take any other such action it feels is appropriate and lawful should You not comply.

10. Taxes
Each party will be responsible for any and all taxes that are properly imposed on it or its respective business. If CampaignShield agrees to forward any payment to a relevant tax authority on Your behalf or is required by law to do so, You will immediately reimburse in full CampaignShield the amount of such taxes and any fines, penalties and interest levied in connection with them, and agree that CampaignShield may, if the same are not paid directly by You, deduct such sums from payments otherwise due from it to You.

11. Limitation of Liability
11.1
CAMPAIGNSHIELD PROVIDES ITS SERVICES UTILISING ALL ITS SKILL AND COMPETENCIES TO MAINTAIN ACCEPTABLE PERFORMANCE OF ITS SERVICES, WITH ALL DUE CARE AND ATTENTION, BUT SAVE AS EXPRESSLY SET OUT IN THE AGREEMENT OR THESE T&C’s (AND WITHOUT SEEKING TO EXCLUDE OR LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM CAMPAIGNSHIELD’s NEGLIGENCE, WHICH IS UNLIMITED), CAMPAIGNSHIELD GIVES NO FURTHER WARRANTY OR ASSURANCE AND HEREBY EXCLUDES ALL OTHER WARRANTIES CONDITIONS AND ASSURANCES TO THE FULLEST EXTENT PERMITTED BY LAW INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
11.2
In the event that CampaignShield is liable to You, its maximum aggregate liability to You for claims relating to any calendar year of provision of the Services shall not exceed the total of CampaignShield’s fees charged to You during that year. If You require a higher level of liability protection, CampaignShield will be happy to discuss such requirements with You and may be able to agree to increase its potential liability subject to agreement of any higher fees chargeable in respect of such higher assumption of risk and/or CampaignShield being reimbursed the costs and expenses of any additional liability insurance that it may consider appropriate.
11.3
Without limitation to the foregoing, CampaignShield will not be liable to You or any of its customers for any claims or damages which may be suffered by it or them, including, but not limited to, indirect or consequential loss or damage or other losses or damages of any and every nature, resulting from the loss of data, unauthorized access to Your Website (including as a result of hacker activity failure to keep passwords secret password trading or malicious code), inability to access the Internet, or inability to transmit or receive information, where any such matter is caused by, or results from, delays, non-delivery, or service interruptions caused by reasons beyond CampaignShield’s reasonable control or not forming part of the Services.
11.4
CampaignShield shall not be liable for any of Your loss of profits, loss of business, loss of use or loss of data, interruption of business, nor for indirect, special, incidental or consequential damages of any kind whether under the Agreement or otherwise whether or not caused by CampaignShield’s fault or negligence or that of its agents or contractors and even if CampaignShield has been advised of the possibility of such loss.
11.5
Without limitation to the foregoing, and due to the complexity and variability involved with the provision of our Services, Internet connection, the development and speed of development, along with the spread of malicious code over the Internet, CampaignShield cannot give any guarantees as to the provision or constant provision of services, services being available by any particular time, or integrity of data stored or transmitted via our system or the Internet. CampaignShield will use all reasonable efforts to ensure that its systems are secured from any and all unauthorised access or the effects of any malicious code, but will not be held liable for any or all inadvertent disclosure of, corruption or erasure of any or all data transmitted, received or stored on its systems despite their efforts.
11.6
CampaignShield acknowledges that it is at all times acting as an independent contractor and, except as expressly set out in the Agreement or these T&C’s or as may be necessary for the proper provision of the Services, CampaignShield shall not have any right or authority to make any representation or warranty on behalf of You, nor in any manner to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, nor act for, nor bind You in any respect.
11.7
You are solely responsible for ensuring that the Content, and any transmission, storage or processing of the Content, does not violate the Intellectual Property Rights of third parties.

12. Indemnification
12.1
You hereby agree to reimburse CampaignShield for any and all costs, damages and expenses associated with it being involved with any civil, criminal, regulatory body or investigatory actions brought against it (other than for its breach of contract, negligence, or tortuous acts in respect of which judgment is obtained against it) in relation to any acts or omissions carried out in accordance with Your instructions or authorized by You.
12.2
You shall indemnify and keep fully and effectively indemnified CampaignShield and all members, officers, servants and agents of CampaignShield against all liabilities (including professional fees, reasonable administration and management costs and all other damages, expenses and costs), actions, proceedings, claims and demands and all alleged claims and demands whatsoever arising directly or indirectly out of or in consequence of the use by You of the Services and/or the access or use by any Customer of the associated Services of You (other than in respect of any errors in or omissions from any lawful use of the Services caused by a fault in the Services or act or omission of CampaignShield or its contractors or agents). CampaignShield shall, as soon as reasonably possible, give notice to You of any such liability, action, proceedings, claims or demands.
12.3
You agree that You are solely responsible for Your customer service, your Client Services, any associated website and all website Content, for Your advertising and promotion and that of anyone referring others to Your Client Services. You are also responsible for ensuring that You are the rightful owner or licensee for any copyrighted material, trademarks, or other such intellectual property items that appear on its website or offline material. You will take all necessary measures to preclude CampaignShield from being made a party to any lawsuit or claim regarding any Content or other materials provided by You or any one else on behalf of You and hereby agrees to indemnify CampaignShield and hold it harmless from any and all claims of whatever nature brought by anyone against it in respect of any breach of this provision by You.

13. Client and Client Services and Our AUP
13.1
You agree to abide by these T&C’s and our Acceptable Use Policy (AUP).
13.2
CampaignShield reserves the right to manually or electronically review Your Website(s) to ensure there are no violations of these Terms and Condition or the AUP.
13.3
On signup to Your Client Services, You will plainly show the End User the price(s) that You are charging and all T&C’s of the purchase. You are responsible for the accuracy of all such information.

13.4
You will not use Client Services to receive payment for any sexually obscene materials from countries whose local laws prohibit the distribution of such materials to the customer and You will take all reasonable steps to confirm the age identity and location of customers accessing any materials that are restricted to persons of a certain age or by locality.
13.5
You will not provide Client Services to pay for or receive payment for any narcotics, controlled substances, steroids, prescription drugs or any other goods or services disallowed by Billing Connectivity Providers or by law.
13.6
You have the responsibility to provide support for Customers’ technical or billing enquiries and to make every attempt to resolve issues promptly and amicably.

14. Fees and Variation of Charges
14.1
CampaignShield will charge, and Client agrees to pay, the applicable fees for the Services provided in accordance with the Agreement and these T&C’s. CampaignShield shall have the right to change the fees stated. Fees shall be charged ongoing until the Agreement is cancelled in writing by You in accordance with the Agreement and these T&C’s.
14.2
CampaignShield shall be entitled to review and if it so desires vary from time to time the charges payable for the Services and/or introduce new charges such varied or new charges to take effect four weeks after the date of written notice to You or such later date as specified within that notice.
14.3
CampaignShield shall be entitled to vary its existing charges for each of the Services by up to 10% within any one year period without prior consent of You. In the event that CampaignShield wishes to increase its existing charges by more than 10% within any such period or wishes to introduce new charges for any existing Services then, notwithstanding any other provision of the Agreement or these T&C’s, You shall be entitled to terminate the Agreement on not less than seven days’ written notice to CampaignShield of its intention to do so, provided that such notice expires no later than the effective date of the varied or new charges.
14.4
You shall be liable for and shall indemnify CampaignShield from and against any damage, including indirect or consequential damage, for inadequate customer protection (including but not limited to spam, phishing, and fraud) and legal violations that result from Your Service, Your improper use of the Services, Your instructions, or other fault of You or its agents or contractors.

15. Term
This agreement will continue for the term as set out in the Agreement unless and until terminated by either party under the provisions of the Agreement or these T&C’s. Unless otherwise agreed and subject to earlier termination as provided in the Agreement or these T&C’s, all contracts for CampaignShield Services shall run for a minimum period of 12 months from the date of contract

16. Authority
16.1
By placing an order with CampaignShield the person doing so on Your behalf is stating and warranting to CampaignShield that it is duly authorised to contract on Your behalf and in its name and that it and You are of legal age in the state or country where the business is located to enter into this agreement and have obtained all the necessary licenses and certificates required to perform their obligations under the Agreement and these T&C’s, including obtaining all necessary intellectual property rights and licences for the provision of the Client Services via the Services.
16.2
You also agree to remove any material that CampaignShield reasonably believes infringes the intellectual property rights of any third party then CampaignShield may at its discretion block access to Campaign Shield Services. CampaignShield reserves the right to terminate the Agreement of any Client that CampaignShield reasonably considers to be a repeat infringer of third party intellectual property rights.

17. Confidentiality and non-solicitation
17.1
Neither party shall without the prior consent of the other disclose, publish or make use for its own purposes any confidential information concerning the other which may come to its knowledge as a result of the discussions leading to the Agreement or anything done pursuant to it provided that this provision shall not apply to the disclosure or publication of any confidential information to any person having a legal right or duty to obtain or require such confidential information in or for the purpose of any legal proceedings or arbitration to which CampaignShield, Regulators, Networks or You may be a party or where such confidential information has been disclosed or published to the general public (other than as a result of a previous unauthorised disclosure) and for the avoidance of doubt this clause shall remain in full force and effect notwithstanding the termination of this Agreement howsoever caused.
17.2
Upon termination of the Agreement, You will promptly return any and all of CampaignShield’s property in its possession.
17.3
You agree to treat as confidential and not disclose to any other person (save as necessary for the receipt of the Services and provided that the recipient is under an equal or stricter duty of confidence to You or otherwise as required by law and save to the extent that such information is already in the public domain through no fault of Yours) the terms of the Agreement and all details of the systems, processes, and procedures used by CampaignShield in the provision of its Services or other commercially sensitive information of CampaignShield which may come to the knowledge of You by reason of the Agreement.
17.4
Without prejudice to the generality of the foregoing CampaignShield reserves the right and You hereby irrevocably authorise CampaignShield to disclose to any person any information relating to the Services, any Content and the associated services of You in circumstances in which such disclosure is made for the purpose of assisting any civil or criminal investigations or proceedings or for the purpose of assisting or advising any regulatory body or other competent authority or as otherwise required by law.
17.5
You further acknowledge and agree that in order to provide its Services to its clients, CampaignShield has engaged the services of a number of established commercial relations with a number of third party service and goods providers which CampaignShield has a legitimate commercial interest in preserving and which You may come into contact with or become aware of by reason of the Agreement. You agree that it shall not without the prior written consent of CampaignShield at any time during the term of the Agreement nor for a period of 12 months thereafter directly or indirectly solicit the services or custom of or form business relations with any clients/customers, suppliers, contractors or associates of CampaignShield in relation to any business or service which competes with or may interfere with any of the services then provided or offered by CampaignShield. CampaignShield shall not unreasonably withhold or delay the provision of its written consent.
17.6
CampaignShield’s employees upon employment enter into restrictive covenants to protect its confidential and trade secret information, including where appropriate following termination of their employment. You acknowledge that it may prejudice CampaignShield’s legitimate commercial interests if You were to engage any managers or technical employees or former managers or technical employees of CampaignShield and such engagement could cause or encourage the manager or employee to breach these restrictive covenants as agreed to in their employment contract with CampaignShield. You therefore agrees that it will not engage or enter into a contract of any kind for or in connection with the provision of any services in competition with any of the business of CampaignShield and its affiliated companies with any person who has at any time in the preceding 24 months been a manager or technical employee of CampaignShield or any company affiliated with it save with CampaignShield’s prior written approval (not to be unreasonably withheld or delayed). CampaignShield will on reasonable request confirm whether this provision applies in relation to any particular individual.

You will not use any robot, spider, other automatic device, or manual process to monitor or copy CampaignShield’s web pages or the content contained therein without CampaignShield’s prior express written permission;
You will not use any device, software or routine to interfere or attempt to interfere with the proper working of CampaignShield’s sites and/or Services;
You will not copy, reproduce, communicate to the public, alter, modify, create derivative works, publicly display or frame any content (except for Client Information) from CampaignShield’s website without CampaignShield’s prior express written permission or that of the appropriate third party; and
You will not take any action that imposes an unreasonable or disproportionately large load on CampaignShield’s infrastructure.

19. Disputes
19.1
Any dispute which cannot be so resolved (other than the collection of money due on Client unpaid fees) will be subject to arbitration under the provisions of the Arbitration Act 1996, the arbitrator to be nominated on the application of either party to the president for the time being of the Chartered Institute of Arbitrators. If the nominated arbitrator is at any time unwilling or unable to act, the person nominating him or her may appoint a replacement. Each party will cooperate fully and promptly with all requests for information and documents that may be received from the arbitrator.
19.2
Each party agrees in the first instance to attempt to resolve any or all disputes arising out of the Agreement in a spirit of cooperation without formal proceedings.
19.3
The applicable law of the arbitration shall be English law and the place and language of the arbitration shall be in England and English respectively.
19.4
The arbitrator will not have the authority to award punitive damages or any other form of relief not contemplated in the Agreement or these T&C’s.
19.5
The provisions of this clause 19 may only be modified with the agreement of both parties.
19.6
Judgment upon the arbitration award, if any, may be entered in any court having competent jurisdiction to do so.
19.7
The arbitrator will render a written opinion setting forth the basis on which he or she arrived at the decision regarding each issue submitted to arbitration. The decision of each issue submitted to arbitration will be final and binding only to the extent it is accompanied by a written explanation of the basis upon which it was decided.

20. Privacy
In providing Client Information to CampaignShield, You confirm that CampaignShield has received all necessary consents as required for the transmission of personal data out of the jurisdiction in which it may originate to the jurisdiction in which CampaignShield stores and processes Client Information.

CampaignShield views the protection of users’ privacy as a very important principle. CampaignShield understands clearly that protecting Client Information is its most important responsibility. CampaignShield stores and processes Client Information on computers located in the United States that are protected by physical as well as technological security devices. If You object to Client Information being transferred or used as described in the confidentiality policy, please do not use CampaignShield’s Services.

21. Client information
21.1
“Client Information” is defined as any information You or someone on its behalf provides to CampaignShield or other users under the Agreement, for registration or payment process, or for the use of other features of the Service, including Content.
21.2
Except in so far as is required by UK data protection legislation, You are solely responsible for the accuracy, security and content of Your Information. You authorise CampaignShield, directly or through third parties, to make any inquiries CampaignShield reasonably considers necessary to validate Client Information. This may include verifying the information against third-party databases. However, CampaignShield does not make any representation relating to any customer’s identity or the performance of or ability to perform their commercial transactions with and obligations to You.
21.3
You warrant to CampaignShield that all Client Information supplied by or on Your behalf, including for payments and receipt of payments through the Service shall not:

be false, inaccurate or misleading;
be fraudulent or involve the sale of counterfeit or stolen items;
consist in providing to You or any other person a cash advance from that person’s own credit account;
breach CampaignShield’s Acceptable Use Policy;
infringe any third party’s copyright, patent, trade mark, trade secret or other property rights or rights of publicity or privacy;
breach any law, statute, contract or regulation (including, but not limited to, those governing financial services, consumer protection, unfair competition, antidiscrimination, or false advertising);
be defamatory, threatening or harassing or liable to harass any person;
be obscene or contain child pornography; or
contain any viruses, Trojan horses, worms, cancelbots, “easter eggs” or other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, data or other personal information. If, as a result of Your actions, instructions or Client Information there is any tampering, hacking, unauthorised modification or other corruption of the security or functionality of CampaignShield’s systems or services, or any attempt to do so, Your account will be terminated and You will be subject to damages and other Penalties, including criminal prosecution where applicable.

22. Passwords
You must not reveal its account password(s) to anyone except its authorised employees as required for the purposes of receiving the Services, nor may it use anyone else’s password to access any of CampaignShield’s systems or Services. CampaignShield is not responsible for losses incurred by You including, without limitation, the use of its account by any person other than You or its authorised employees, arising as the result of misuse of or poor security in respect of its passwords.

23. Invalid or Unenforceable Provisions
23.1
If any provision of the Agreement or these Terms and Conditions is held to be void, voidable, invalid, illegal or otherwise unenforceable, in whole or in part, by a court of competent jurisdiction, then the remaining provisions or parts will nevertheless remain in full force and effect.
23.2
Each party agrees to negotiate in good faith with a view to agreeing new provisions or to replace any term so held unenforceable and to be bound by any mutually agreed to substitute provision.

24. Entire Agreement
24.1
The Agreement and these T&C’s constitute the entire Agreement and understanding of the parties relating to the subject matter of the Agreement and supersede all prior oral or written agreements, representations, understandings or arrangements between the parties relating to that subject matter.
24.2
You acknowledge that it is not relying on any agreement, understanding, arrangement, warranty, representation or term which is not set out in the Agreement and these T&C’s and that all terms which would otherwise be implied into the Agreement by law, including without limitation as to skill and care or time for performance, are to the fullest extent permissible (and without limiting or excluding liability for death or personal injury arising from our negligence) hereby excluded.
24.3
Nothing in the Agreement or these T&C’s shall operate to:

exclude any provision implied into this Agreement by English law and which may not be excluded by English law;
limit or exclude any liability, right or remedy to a greater extent than is permissible under English law.
24.4
Nothing in this clause shall limit or exclude any liability for fraud.